XXXXXX ACQUISITION, INC.
c/o XXXXXXXX XXXXX COMPANY
000 XXXXXXX XXXXXX
XXX XXXX, XXX XXXX 00000
October 16, 1997
Xxxxxxxx Corporation
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
Reference is made to Section 5.02(e) of the Agreement and Plan of
Merger (the "Merger Agreement") dated October 16, 1997 by and between Xxxxxx
Acquisition, Inc. ("Acquisition") and Xxxxxxxx Corporation (the "Company").
Defined terms used herein shall have the meanings ascribed to them in the
Merger Agreement.
Acquisition hereby grants consent to the Company to enter into a
severance letter with the employee listed below on the terms (and only those
terms) specified below:
Following consummation of the Offer, if the Company or the Surviving
Corporation (a) terminates Xxxxx Xxxxxxxx (the "Employee") "without cause" (as
such term is defined in Section 7(b)of that certain Employment Agreement dated
October 15, 1997 between the Company and Xxxxx Xxxx), or (b) demotes the
Employee from a senior executive position, or (c) changes any of the respective
base salary, bonus or benefits package of the Employee in a manner so that any
of such items is less favorable to the Employee than the base salary, bonus or
benefits package to which the Employee was entitled as of September 30, 1997
(which base salary, bonus and benefits package shall be confirmed in writing to
Acquisition within five (5) business days from the date hereof), the Employee
shall be entitled to severance as follows:
Xxxxx Xxxxxxxx - If the Employee is terminated prior to the second
anniversary of consummation of the Offer, he shall be entitled to severance
equal to two times his annual base salary. If the Employee is terminated at any
time following the second anniversary of consummation of the Offer, he shall be
entitled to severance equal to his annual base salary.
In addition, the Employee's severance letter may provide that he is
entitled to severance equal to his annual base salary if he terminates his
employment with the Surviving Corporation for any reason at any time subsequent
to the second anniversary of consummation of the Offer.
XXXXXX ACQUISITION, INC.
By: /s/ Xxxxxxxx X. Xxxxxxx
-------------------------
Name: Xxxxxxxx X. Xxxxxxx
Title: President
